2005 Connecticut Code - Sec. 33-773. Advance for expenses.
Sec. 33-773. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding because he is a director if he delivers
to the corporation: (1) A written affirmation of his good faith belief that he has met the
relevant standard of conduct described in section 33-771, or that the proceeding involves
conduct for which liability has been limited under a provision of the certificate of incorporation as authorized by subdivision (4) of subsection (b) of section 33-636; and (2)
his written undertaking to repay any funds advanced if he is not entitled to mandatory
indemnification under section 33-772 and it is ultimately determined under section 33-774 or 33-775 that he has not met the relevant standard of conduct described in section
33-771.
(c) Authorizations under this section shall be made: (1) By the board of directors: (A) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or (B) if there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with section 33-752, in which authorization directors who do not qualify as disinterested directors may participate; or (2) by the shareholders, provided shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization.
(P.A. 94-186, S. 110, 215; P.A. 97-246, S. 15, 99; P.A. 98-137, S. 8, 62; 98-219, S. 33, 34.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (a) to revise the documentation required in order to permit the corporation to advance funds and delete the requirement of a prior determination that the facts then known would not preclude indemnification and amending Subsec. (c) to replace provision that required authorizations of payments to be made in the manner specified in Sec. 33-775 with provision specifying the procedure for authorizations to be made by the board of directors and by the shareholders, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace in Subdiv. (1) "conduct for which liability has been eliminated" with "conduct for which liability has been limited", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
